FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
APOLLO GROUP INC [ APOL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/19/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 07/19/2005 | J(1)(2) | 165,753(1)(2) | D | $0(1)(2) | 17,547,796 | D | |||
Class A Common Stock | 07/20/2005 | J(3) | 165,958(3) | D | $0(3) | 17,381,838 | D | |||
Class A Common Stock | 2,185,886 | I | Aurora Foundation | |||||||
Class A Common Stock | 1,357,339 | I | JGS Irrevocable Trust | |||||||
Class A Common Stock | 585,974 | I | JGS Revocable Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Forward Sale Contract | (3) | 07/19/2005 | J(3) | 0(3) | (3) | (3) | Class A Common Stock | 187,500(3) | (3) | 187,500(3) | D | ||||
Forward Sale Contract | (3) | 07/20/2005 | J(3) | 0(3) | (3) | (3) | Class A Common Stock | 187,500(3) | (3) | 0(3) | D |
Explanation of Responses: |
1. As disclosed on a Form 4 filed in July 2001, the Reporting Person entered into a forward sale agreement on July 19, 2001 (the "Agreement") for the forward sale of up to 375,000 shares of Class A Common Stock (as adjusted for a stock split). On July 19, 2005, the Reporting Person delivered 165,753 shares of Class A Common Stock as settlement for expiration of the first maturity date under the Agreement. Of the 187,500 shares subject to the first maturity date under the Agreement, the Reporting Person retained 21,747 shares. The transactions are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934. |
2. On July 20, 2005, the Reporting Person delivered 165,958 shares of Class A Common Stock as settlement for the expiration of the second maturity date under the Agreement. Of the 187,500 shares subject to the second maturity date under the Agreement, the Reporting Person retained 21,542 shares. The transactions are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934. |
3. Please refer to FOOTNOTES 1 and 2 |
\s\ John G. Sperling | 07/21/2005 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |